Filming was based at Barwon Heads, Victoria and St Leonards, Victoria, both locations being on the Bellarine Peninsula. A number of streets in the St Leonards Sea Change Estate have since been named to acknowledge some of the characters of the series. Many scenes were also filmed in Williamstown (a suburb of Melbourne), including the exterior of the Williamstown Life Saving Club, which became the court house of Pearl Bay.

Laura Gibson (Sigrid Thornton), a high-flying city lawyer is prompted to undergo a 'Seachange' and move to the small coastal town of Pearl Bay where she becomes the magistrate after her husband is arrested for fraud charges and is discovered after having an affair with Laura's sister Trudy. Rupert and Miranda are Laura's two children, they come with Laura to Pearl Bay to start afresh. Although they initially miss their father they come to love the town and its people and get more quality time with their mother. Pearl Bay, a town with many colourful characters in its midst is isolated from the rest of the world after the bridge connecting Pearl Bay to Port Deakin was destroyed in a natural disaster (such disasters are commonplace in Pearl Bay).

Bob Jelly (John Howard) is the Mayor of this town and he perceived throughout the town as slimey. He is also the owner of the town's real estate agency and he only thinks of himself. His sneaky, and often illegal business deals, always backfire.

Diver Dan (David Wenham) owns the local cafe/boat-shed, he is a quirky, red-headed fisherman who soon becomes Laura's love interest until he leaves for the Galapagos Islands in season two.

Meredith (Jill Forster) runs the town's hotel and restaurant. She is most famous for being able to recall faces, dates, times and events decades after they happen.

Harold (Alan Cassell) is the ex-Magistrate in Pearl Bay and is Meredith's lover, together they had a child which they gave up for adoption. Later in the series we discover this child is Bob Jelly's wife Heather.

Max Connors (William McInnes) A foreign correspondent who comes back to his hometown to spend the final years of his wife Elana's life with her. She dies shortly after his arrival. Laura befriends him and they circle around intimately throughout the series. Finally, two years later they finally decide to be together and in the final episode Max learns that he and Laura are expecting a child.

In the opening episode, "Something Rich and Strange", we are introduced to Laura Gibson, a high-flying corporate lawyer. In one day, her life falls apart: she loses out on a partnership at work, and discovers that her husband has been arrested for fraud and that her sister Trudi (Fiona Corke) is having an affair with him. On a whim, she takes a job as a magistrate in the small seaside town of Pearl Bay, where she once went for a holiday with her family during happier times.

In Pearl Bay, she meets a cast of colourful characters: Meredith Monahan, the woman who can remember every single event that has happened in town during her lifetime; Meredith's longtime lover and town lawyer/drunk, Harold; strapping surfer and court clerk Angus; his girlfriend (who would like to be his fiancee), police officer Karen; her superior Sergeant Grey; unsophisticated caravan park manager and handyman, Kevin; Kevin's son Trevor; clever Indian shop-keeper Phrani, later to be Kevin's lover; local layabout Griff; Meredith's niece, the wandering Carmen; corrupt and scheming real estate agent and shire President Bob Jelly; his loyal trophy wife Heather; and their children Jules and Craig.

While Laura's children, Rupert and Miranda, struggle to get used to their new life, Laura decides that she is going to fit in, and attempts to do her best, despite their run-down house and the eccentric cases. Both helping and hindering her is Diver Dan, the enigmatic cafe owner/ferryman/chef with no ambition but a curious and colourful past, with whom she soon strikes up a relationship.

The first series ends with a series of climaxes - Carmen's pregnancy ends in tragedy, Meredith and Harold discover that Heather is their long-lost daughter; and Laura and Dan reach a turning point in their relationship.

After a successful first series of 13 episodes, the ABC asked for more.

David Wenham opts not to renew his contract, so, two episodes into the second series, Diver Dan leaves Pearl Bay for the Galapagos Islands. In his place comes old friend Max Connors and wife Elena (Doris Younane). Max has much to deal with, having left the town years earlier and leaving his family. Storm damage in the aftermath of the first series meant that Pearl Bay goes through serious trauma and things only get worse. Alison Whyte guest starred as a con artist who got the better of Bob, and of the whole town. Heather bonded with her parents. Rupert's determination to get Laura back together with her ex-husband only meets with disaster. Elena's sudden death stuns the town. Later in the series, the town begins to think that Laura and Max are secretly together - although they aren't - and the resulting confusion leads to them to becoming closer.

Bucket's dog Alfonzo Dominico Jones dies mysteriously and eventually a swimming pool is named after him, in preference to the originally planned name, the 'Jelly Baby Bath', named after Pearl Bay's aforementioned mayor.

In the third series, the events of the show reached their climax. As Heather and Bob separated, he reached his ultimate political demise and was left to decide whether to help the people of Pearl Bay, or ruin them once and for all. Meredith's health took a turn for the worse. Laura and Max decided just to be friends, propelling a despondent Max into Carmen's arms, and an in-denial Laura into a relationship with and then engagement to the sweet but very dull ("he's nice to my mother!") Warwick (Shaun Micallef). Mark Mitchell guest starred as Morton Tregonning, administrator for the recently sacked Port Deakin council, and his corruption led to Bob being further pulled to the dark side.

In episode 37, "Love In The Time of Coleridge", Max ultimately confessed his love for Laura. However, with distractions including Jack and Trudi, and Meredith running for council, Laura was less than focused. But she did eventually break up with Warwick and the final episode, "Half-Life" (Episode 39), saw the town coming together to stop Tregonning's nuclear waste dumping, Miranda and Craig on trial, Laura's resignation, Karen and Angus' wedding, Meredith facing a life-and-death situation, Bob being forced to make his decision about his future, and Max and Laura together at last with a baby on the way.

Although the third series was successful in ratings terms, the creators decided to end the show to avoid becoming stale.

One of the long-running jokes of the show was the town bridge. The easiest connection from Pearl Bay to the main world, it was destroyed years earlier and every attempt at fixing it always goes to ruins.

Another joke was 'Bucket'. This bizarre character remained an unseen character (except in one episode, in the background, when someone waves to him), but in almost every episode he was talked about. From various accounts he had no limbs or teeth, but was remarkably able to drive a boat; had never eaten a cereal grain in his life but tended to get drunk often and steal people's ride-on mowers. He would also often arrive home drunk and drink from his dog Alfonzo Dominico Jones's water bowl.

At the end of every episode, except for the pilot, episode 5 of series 2 and the final episode, there was a brief scene (usually 10 to 20 seconds) which showed Kevin and Trevor sitting on the beach, who would usually sum up the episode, often comedically. The Kevin and Trevor scene was in Episode 5 of series 2 but was not at the very end and was not on the beach but at the Alfonzo Dominico Santonio Jones Memorial Baths. Also, in episode 10 of series 3 Kevin's sister, Suzie, joined him to tell him that their recently deceased father's electric guitar (that they had buried) was worth 8,000 AUD because he had played with the Masters Apprentices for a week. In one episode, the Masters Apprentices (or one version of them) played themselves, with credit given to the now-late Jim Keays.

The entire series was released on video, with each series released in two parts. Series 1 was released as DVD set, and each series is available on DVD in two parts. The entire series is also available in a DVD boxed set.